Common use of Sales of Assets Clause in Contracts

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (i) sales of inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses; (iii) transfers of assets between the Company and any wholly-owned Subsidiary of the Company, or between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and (vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000, in each case when combined with all such other transactions during such period (each such transaction being valued at book value).

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (i) sales of inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses; (iii) transfers of assets between the Company and any wholly-owned wholly‑owned Subsidiary of the Company, or between wholly-owned wholly‑owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Pitt‑Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (bv) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and (vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) during the twelve-month twelve‑month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000fifteen percent (15%) of consolidated tangible assets of the Company and its Subsidiaries, in each case when combined with all such other transactions during such period (each such transaction being valued at book value).

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (ia) sales licenses or sublicenses by the Company or its Subsidiaries of inventory software, customer lists, trademarks, service marks, patents, trade names and copyrights and other intellectual property in the ordinary course of business; provided, that such licenses or sublicenses shall not interfere with the business of the Company or any such Subsidiary; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses; (iiib) transfers of assets between the Company and any wholly-owned Subsidiary of the Company, Company or between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified in a ruling dated as of July 12; provided, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as that the aggregate book value of such assets described in this clause (b) all Foreign Subsidiary Investments does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative AgentPermitted Foreign Subsidiary Investment Amount at any time; and (vic) other sales, assignments, transfers leases, sales conveyances or other dispositions of other assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (cb) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000, in each case when combined with all such other transactions during such period (each such transaction being valued at book value)) (i) during the immediately preceding twelve-month period, represents the disposition of not greater than fifteen percent (15%) of the Company’s Consolidated Tangible Assets at the end of the fiscal year immediately preceding that in which such transaction is proposed to be entered into, and (ii) during the period from the date hereof to the date of such proposed transaction, represents the disposition of not greater than twenty-five percent (25%) of the Company’s Consolidated Tangible Assets at the end of the fiscal year immediately preceding that in which such transaction is proposed to be entered into; and (d) sales in connection with the reorganization, restructuring and rationalization of the Company and its Subsidiaries; provided that the non-recurring expenses arising from such reorganization, restructuring and rationalization which are charged to operating expenses are charged during the first three (3) fiscal years following any Permitted Acquisition and do not exceed $5,000,000, on a pre-tax basis, with respect to any Permitted Acquisition, or $10,000,000, on a pre-tax basis, in the aggregate. An amount equal to the Net Proceeds received from any Asset Sale shall be used to prepay or retire Senior Debt of the Company and/or its Restricted Subsidiaries, provided that the Company shall comply with the provisions of Section 8.7 hereof.

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (i) sales of inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s 's or its Subsidiaries’ ' businesses; (iii) transfers of assets between the Company and any wholly-owned Subsidiary of the Company, or between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement;; 76 (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and (vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s 's board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000, in each case when combined with all such other transactions during such period (each such transaction being valued at book value).

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (i) sales of inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses; (iii) transfers of assets between the Company and any wholly-owned wholly‑owned Subsidiary of the Company, or between wholly-owned wholly‑owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Pitt‑Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (bv) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and (vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x7.3(b) during the twelve-month twelve‑month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000fifteen percent (15%) of consolidated tangible assets of the Company and its Subsidiaries, in each case when combined with all such other transactions during such period (each such transaction being valued at book value).

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (i) sales of inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses; (iii) transfers of assets between the Company and any wholly-owned Subsidiary of the Company, or between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and (vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Credit Agreement Closing Date do not exceed $40,000,000, in each case when combined with all such other transactions during such period (each such transaction being valued at book value).

Sales of Assets. Neither the Company nor any No Borrower and none of its Borrowers’ Subsidiaries shall consummate sell, assign, transfer, lease, convey or otherwise dispose of any Asset Saleproperty, whether now owned or hereafter acquired, except: (i) sales of inventory Inventory and discounts of accounts receivable, in each case in the ordinary course of business; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Companyany Borrower’s or its Subsidiaries’ businessesthe Subsidiary’s business; (iii) transfers of assets between the Company and any wholly-owned Subsidiary of the Company, or between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all assets by any consolidated Subsidiary of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture any Borrower to another consolidated Subsidiary of such assets so long as the aggregate book value Borrower or by any consolidated Subsidiary of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered a Borrower to any other Borrower or by the Federal Trade Commission or otherwise reasonably acceptable any Borrower to the Administrative Agent; andany other Borrower; (viiv) other leasesSale and Leaseback Transactions as permitted by Section 7.3(J); (v) Leases, sales or other dispositions of assets if such transaction its property (aexclusive of Sale and Leaseback Transactions) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (c) involves assets that, together with all other assets property of the Company Parent and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) aboveInventory in the ordinary course of business) as permitted by this Section (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets property of Parent and its Subsidiaries; and (vi) Leases, sales or other dispositions of its property (exclusive of Sale and Leaseback Transactions) that exceed the limitation set forth in Section 7.3(B)(v) above; provided, that (i) there then exists no Default or Unmatured Default and Parent provides the Agent a satisfactory pro forma Compliance Certificate showing compliance with all financial covenants, and (ii) the aggregate Revolving Loan Commitments are reduced by the excess of the Company and its Subsidiaries and (y) since Net Cash Proceeds received in connection with such disposition over the Closing Date do not exceed $40,000,000, limitation in each case when combined with all such other transactions during such period (each such transaction being valued at book valueSection 7.3(B)(v).

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (i) sales of inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s 's or its Subsidiaries’ ' businesses; (iii) transfers of assets between the Company and any wholly-owned Subsidiary of the Company, or between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and (vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s 's board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000, in each case when combined with all such other transactions during such period (each such transaction being valued at book value).

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (ia) sales of inventory in the ordinary course of business; (iib) the disposition Disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses; (iiic) transfers (i) Dispositions of assets between the Company and any wholly-owned Loan Parties, or from a Subsidiary of the Company, or between wholly-owned Subsidiaries Company that is not a Loan Party to a Loan Party; (ii) Dispositions of assets from a Subsidiary of the Company that is not a Loan Party to a Subsidiary of the Company that is not a Loan Party and (iii) Dispositions 68208499_7 of assets in the ordinary course of business from a Loan Party to a Subsidiary of the Company that is not a Loan Party and not otherwise prohibited by this AgreementAgreement in an aggregate amount not to exceed $50,000,000 from and after the Amendment No. 6 Closing Date; (ivd) the Permitted Sale and Leaseback Transactions; (ve) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified Dispositions in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; andconnection with Project Bluefin; (vif) other leases, sales or other dispositions Dispositions of assets not otherwise permitted by this Section 7.02 if such transaction (ai) is for consideration consisting at least eighty percent (80%) of cash, (bii) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (ciii) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (ia) through (ve) above) as permitted by this Section 7.02 (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000fifteen percent (15%) of consolidated tangible assets of the Company and its Subsidiaries, in each case when combined with all such other transactions during such period (each such transaction being valued at book value); and (g) Dispositions in connection with Project Jazz; provided, however, that all of the cash proceeds received from the divestiture in connection with Project Jazz shall be promptly (but in any event within 30 days upon such receipt of proceeds), and on a pro rata basis based on outstanding balances as of the last day of the fiscal quarter immediately preceding the consummation of Project Jazz, used to prepay (1) syndicated term loans, Committed Loans hereunder, Committed Loans (as defined therein) under the Existing Revolving Credit Agreement and/or outstanding amounts owing under any bilateral revolving credit facility (collectively, “Bank Debt”), on the one hand, and (2) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, as determined by the Company and reasonably satisfactory to the Administrative Agent, it being agreed and understood that (i) any portion of such proceeds to be applied to the NPA Notes may be first applied to Bank Debt consisting of revolving loans and, subject to the terms of such revolving loans, reborrowed for purposes of prepaying the NPA Notes in accordance with their terms, and (ii) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes may be used to prepay Bank Debt, as determined by the Company. Any such prepayment of Committed Loans hereunder shall be deemed a prepayment under, and shall be made in accordance with, Section 2.05 hereof.

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except:except (and only so long as the Company shall have prepaid the outstanding "Obligations" and reduced the "Aggregate Commitment" in accordance with Sections 2.4(B) and 2.5(B) of (and as such terms are defined in) the 4-Year Credit Agreement): (i) sales of inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s 's or its Subsidiaries’ ' businesses; (iii) transfers of assets between the Company and any wholly-owned Subsidiary of the Company, or between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (iv) the Permitted Sale and Leaseback Transactions; (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company Company, and (b) those certain all of the assets acquired from Pitt-Des Moines comprising the XL Technology Systems, Inc. and identified business unit of the Company, in a ruling dated as of July 12each case, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and (vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s 's board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,00030,000,000, in each case when combined with all such other transactions during such period (each such transaction being valued at book value).

Sales of Assets. Neither the Company nor The Borrower shall not, and shall not permit any of its Subsidiaries shall consummate to, Dispose of any Asset Saleproperty, real, personal, or mixed, whether now owned or hereafter acquired, except: (ia) sales of inventory in the ordinary course of business; (ii) business and the disposition granting of any option or other right to purchase, lease, or otherwise acquire inventory in the ordinary course of business its business; (b) Dispositions of equipment property (other than any material portion of a Project) that is is: (1) being replaced, (2) no longer commercially viable to maintain, or (3) non-material, obsolete, excess surplus, or no longer used worn-out, in each case, whether now owned or hereafter acquired; (c) Dispositions of property by any Subsidiary to the Borrower or any other Subsidiary of the Borrower; (d) Asset Sales (other than any Project Disposition) and Casualty Events, the Net Cash Proceeds of which are (i) reinvested within 180 days of such Asset Sale or Casualty Event in assets useful in the Company’s Business (or, if committed to be reinvested, within 90 days after the end of such 180-day period), or its Subsidiaries’ businesses(ii) otherwise applied to repay the Loans; (iiie) transfers a Project Disposition (and all transactions in connection with such Project Disposition as contemplated by Exhibit G to the Borrower LLC Agreement) so long as the Net Cash Proceeds of assets between each such Project Disposition are applied as required by Section 2.6(d); (f) the Company and any wholly-owned Subsidiary of the Companyuse, sale, exchange, or between wholly-owned Subsidiaries other Disposition of the Company money or Cash Equivalents in a manner that is not otherwise prohibited by the terms of this Agreement; (ivg) the Permitted Sale and Leaseback Transactionssettlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business; (vh) Dispositions constituting Restricted Payments permitted under Section 6.6; (i) the sale or and lease-back of equipment; and (j) other disposition Dispositions of personal property (aother than any portion of a Project) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book fair market value of such assets described in this clause (b) which does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and (vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) 1,000,000 during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000, in each case when combined with all such other transactions during such period (each such transaction being valued at book value)fiscal year.

Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except: (ia) sales of inventory in the ordinary course of business; (iib) the disposition Disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses; (iiic) transfers (i) Dispositions of assets between the Company and any wholly-owned Loan Parties, or from a Subsidiary of the Company, or between wholly-owned Subsidiaries Company that is not a Loan Party to a Loan Party; (ii) Dispositions of assets from a Subsidiary of the Company that is not a Loan Party to a Subsidiary of the Company that is not a Loan Party and (iii) Dispositions of assets in the ordinary course of business from a Loan Party to a Subsidiary of the Company that is not a Loan Party and not otherwise prohibited by this AgreementAgreement in an aggregate amount not to exceed $50,000,000 from and after the Amendment No. 3 Closing Date; (ivd) the Permitted Sale and Leaseback Transactions; (ve) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified Dispositions in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agentconnection with Project Bluefin; and67484784_12 (vif) other leases, sales or other dispositions Dispositions of assets not otherwise permitted by this Section 7.02 if such transaction (ai) is for consideration consisting at least eighty percent (80%) of cash, (bii) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (ciii) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (ia) through (ve) above) as permitted by this Section 7.02 (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000fifteen percent (15%) of consolidated tangible assets of the Company and its Subsidiaries, in each case when combined with all such other transactions during such period (each such transaction being valued at book value); and (g) Dispositions in connection with Project Jazz; provided, however, that all of the cash proceeds received from the divestiture in connection with Project Jazz shall be promptly (but in any event within 30 days upon such receipt of proceeds), and on a pro rata basis based on outstanding balances as of the last day of the fiscal quarter immediately preceding the consummation of Project Jazz, used to prepay (1) syndicated term loans, Committed Loans hereunder, Committed Loans (as defined therein) under the Existing Revolving Credit Agreement and/or outstanding amounts owing under any bilateral revolving credit facility (collectively, “Bank Debt”), on the one hand, and (2) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, as determined by the Company and reasonably satisfactory to the Administrative Agent, it being agreed and understood that (i) any portion of such proceeds to be applied to the NPA Notes may be first applied to Bank Debt consisting of revolving loans and, subject to the terms of such revolving loans, reborrowed for purposes of prepaying the NPA Notes in accordance with their terms, and (ii) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes may be used to prepay Bank Debt, as determined by the Company. Any such prepayment of Committed Loans hereunder shall be deemed a prepayment under, and shall be made in accordance with, Section 2.05 hereof.